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Resolutions of Shareholders’ Meetings

RESOLUTIONS of Annual General Meeting of Shareholders of joint stock company Grindeks held on 26 June 2018

1.Reports of Board, Supervisory Council, Audit Committee and statement of Sworn auditor

To take notice of the reports of the Board, the Supervisory Council, the Audit Committee and the statement of the sworn auditor of joint stock company “Grindeks”.

Voting results:  decision is taken with the required majority of votes.

2.Approval of Annual report for the year 2017

To approve the following Annual Reports for the year 2017 prepared by the Board of joint stock company “Grindeks” and revised by the Supervisory Council of joint stock company “Grindeks”:

1.Annual Report for the year 2017 of joint stock company “Grindeks” prepared in accordance with the legislative acts of the Republic of Latvia;
2.Consolidated annual Report for the year 2017 of joint stock company “Grindeks” prepared in accordance with International Financial Reporting Standards (IFRS);

Voting results:  decision is taken with the required majority of votes.

3.Distribution of the profit for the year 2017

The net profit of joint stock company “Grindeks” for the year 2017 in amount of  EUR 11 504 433 distribute as follows:

1.to pay EUR 1 437 750 or EUR 0.15 (fifteen cents) per one share to shareholders in dividends, setting September 10, 2018 as the ex-date, September 11, 2018 as the date of calculation of dividends and September 12, 2018 as the date of payment of dividends;

2.to leave EUR 10 066 683 undistributed and use it for the development of joint stock company “Grindeks” to increase the competitiveness of joint stock company “Grindeks”.

Voting results:  decision is taken with the required majority of votes.

4.Election of the auditor and determination of the remuneration for the auditor

1) To elect “BDO Assurance” Ltd. (certificate number 182) as auditor of the Annual Reports of joint stock company “Grindeks” for the year 2018.
2) To determine the remuneration for the auditor of the Annual Reports of joint stock company “Grindeks” for the year 2018 in the amount of EUR 92 810 (ninety two thousands eight hundred ten euros), not including taxes provided by the legislative acts.
3) To assign the Board of joint stock company “Grindeks” to sign the contract with the elected auditor for audit of the Annual Reports of joint stock company “Grindeks” for the year 2018.

Voting results:  decision is taken with the required majority of votes.

On behalf of the Board of joint stock company “Grindeks”,
Chairman of the Board: J.Bundulis

DRAFT RESOLUTIONS of Annual General Meeting of Shareholders of joint stock company Grindeks to be held on 26 June 2018

Approved at the meeting of the Board of joint stock company “Grindeks” on 11 June 2018
and revised at the meeting of the Supervisory Council of joint stock company “Grindeks” on 11 June 2018

 

DRAFT RESOLUTIONS
of Annual General Meeting of Shareholders
of joint stock company “Grindeks” to be held on 26 June 2018

1.Reports of Board, Supervisory Council, Audit Committee and statement of Sworn auditor

To take notice of the reports of the Board, the Supervisory Council, the Audit Committee and the statement of the sworn auditor of joint stock company “Grindeks”.

2.Approval of Annual report for the year 2017

To approve the following Annual Reports for the year 2017 prepared by the Board of joint stock company “Grindeks” and revised by the Supervisory Council of joint stock company “Grindeks”:

1) Annual Report for the year 2017 of joint stock company “Grindeks” prepared in accordance with the legislative acts of the Republic of Latvia;
2) Consolidated annual Report for the year 2017 of joint stock company “Grindeks” prepared in accordance with International Financial Reporting Standards (IFRS);

3.Distribution of the profit for the year 2017

The net profit of joint stock company “Grindeks” for the year 2017 in amount of  EUR 11 504 433 distribute as follows:

1) to pay EUR 1 437 750 or EUR 0.15 (fifteen cents) per one share to shareholders in dividends, setting September 10, 2018 as the ex-date, September 11, 2018 as the date of calculation of dividends and September 12, 2018 as the date of payment of dividends;
2) to leave EUR 10 066 683 undistributed and use it for the development of joint stock company “Grindeks” to increase the competitiveness of joint stock company “Grindeks”.

4.Election of the auditor and determination of the remuneration for the auditor

1) To elect “BDO Assurance” Ltd. (certificate number 182) as auditor of the Annual Reports of joint stock company “Grindeks” for the year 2018.
2) To determine the remuneration for the auditor of the Annual Reports of joint stock company “Grindeks” for the year 2018 in the amount of EUR 92 810 (ninety two thousands eight hundred ten euros), not including taxes provided by the legislative acts.
3) To assign the Board of joint stock company “Grindeks” to sign the contract with the elected auditor for audit of the Annual Reports of joint stock company “Grindeks” for the year 2018.

 

On behalf of the Board of joint stock company “Grindeks”,
Chairman of the Board: J.Bundulis

 

 

 

Notification on convocation of joint stock company “GRINDEKS” Annual General Meeting of shareholders (24th May 2018)

Notification on convocation of joint stock company “GRINDEKS” Annual General Meeting of shareholders

The Management Board of joint stock company “Grindeks” (registration number: 40003034935, legal address: 53 Krustpils street, Riga, Latvia, LV-1057) calls up and announces that Annual General Meeting of Shareholders of joint stock company “Grindeks” will take place on 26 June 2018 at 12.00 at premises of joint stock company “Grindeks”, 53 Krustpils street, Riga, Latvia.

Agenda:

  1. Reports of the Management Board, the Supervisory Council and the Audit Comittee and statement of the Sworn auditor.
  2. Approval of the Annual report for the year 2017.
  3. Distribution of the profit for the year 2017.
  4. Election of the auditor and determination of the remuneration for the auditor.

Shareholder Registration will be open from 11.30 till 12.00 on the day of meeting – 26 June 2018 – at the venue of the meeting.

The record date for participation at the annual shareholders’ meeting of joint stock company “Grindeks” is 18 June 2018. Only those persons who are shareholders on the record date with the amount of the shares they own on the record date have rights to participate at the annual shareholders’ meeting of joint stock company “Grindeks” to be held on 26 June 2018.

Shareholders have rights to participate in the meeting in person or by mediation of their legal representatives or authorised persons:

  • upon registration, shareholders shall present a passport or other personal identification document.
  • upon registration, representatives and authorised persons of shareholders shall present a passport or other personal identification document, and shall submit written power of attorney of the represented shareholder (form of a written power of attorney is also available on website of joint stock company “Grindeks” – www.grindeks.lv, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com), or legal representatives shall present a document certifying the authorisation.

The shareholders who represent at least 1/20 of the company’s share capital, have rights within 7 days after the publication of the notification to require the institution which convenes the shareholders meeting, to include additional items in the agenda of the meeting. The shareholders, who propose to include additional issues on the agenda of the shareholders meeting, are obliged to submit the draft resolution on the issues that are proposed by them for inclusion in the agenda, or explanation on the issues where no resolution is planned to be adopted to the institution which convenes the shareholders meeting. The shareholders have rights to submit draft resolutions on issues included in the agenda of the shareholders’ meeting within 7 days after the notification about convocation of shareholders’ meeting is released. Shareholders have rights to submit draft resolutions on issues included in the agenda of the shareholders’ meeting during the meeting, if all the draft resolutions that have been submitted to the shareholders’ meeting are reviewed and rejected. If a shareholder submits a written requisition to the Management Board at least 7 days before the shareholders’ meeting, the Management Board is obliged to give him the required information on the issues included in the agenda at least 3 days before the shareholders’ meeting. Upon request of the shareholders, the Management Board is obliged to provide information to the shareholders’ meeting about the company’s economic situation to such an extent that is necessary to objectively review and adopt a resolution on the respective issue on the agenda.

The Annual report and other draft decisions as well as additional information on the agenda are available upon a request of shareholders of joint stock company “Grindeks” starting from 12 June 2018 till 25 June 2018 at premises of joint stock company “Grindeks”, 53 Krustpils street, Riga, Latvia, contact person Ms. Ilze Gailite (ph.: 67083336, e-mail: ilze.gailite@grindeks.lv), public relations specialist, on all business days from 09.00 a.m. till 16.00 p.m. and at the Registration on the meeting day.

Information on the shareholders’ meeting and shareholders rights is also available on website of joint stock company “Grindeks” – www.grindeks.lv, on website of the central storage of regulated information – www.oricgs.lv and website of joint stock company “Nasdaq Riga” – www.nasdaqbaltic.com.

The total amount of shares and total amount of the shares with voting rights of joint stock company “Grindeks” is 9 585 000.

The Management Board of joint stock company “Grindeks”

Grindeks_power_of_attorney

DECISIONS of Annual General Meeting of Shareholders of joint stock company Grindeks held on 8 June 2017

1. Reports of Board, Supervisory Council and statement of Sworn auditor

To take notice of the reports of the Board, the Supervisory Council and the statement of the sworn auditor of joint stock company “Grindeks”.

Voting results: decision is taken with required majority of votes.

2. Approval of Annual report for the year 2016

To approve the following Annual Reports for the year 2016 prepared by the Board of joint stock company “Grindeks” and revised by the Supervisory Council of joint stock company “Grindeks”:
1) Annual Report for the year 2016 of joint stock company “Grindeks” prepared in accordance with the legislative acts of the Republic of Latvia;
2) Consolidated annual Report for the year 2016 of joint stock company “Grindeks” prepared in accordance with International Financial Reporting Standards (IFRS);

Voting results: decision is taken with required majority of votes.

3. Distribution of the profit for the year 2016

The net profit of joint stock company “Grindeks” for the year 2016 in amount of EUR 8 639 818 distribute as follows:
1) to pay EUR 1 437 750 or EUR 0.15 (fifteen cents) per one share to shareholders in dividends, setting August 1, 2017 as the date of calculation of dividends and August 8, 2017 as the date of payment of dividends;
2) to leave EUR 7 202 068 undistributed and use it for the development of joint stock company “Grindeks” to increase the competitiveness of joint stock company “Grindeks”.

Voting results: decision is taken with required majority of votes.

4. Election of the auditor and determination of the remuneration for the auditor

1) To elect “Deloitte Audits Latvia” Ltd. (certificate number 43) as auditor of the Annual Reports of joint stock company “Grindeks” for the year 2017.
2) To determine the remuneration for the auditor of the Annual Reports of joint stock company “Grindeks” for the year 2017 in the amount of EUR 47 500 (forty seven thousands five hundred euros), not including taxes provided by the legislative acts.
3) To assign the Board of joint stock company “Grindeks” to sign the contract with the elected auditor for audit of the Annual Reports of joint stock company “Grindeks” for the year 2017.

Voting results: decision is taken with required majority of votes.

5. Election of the Audit Committee and determination of the remuneration for the Audit Committee

1) To elect for the office of the member of joint stock company “Grindeks” Audit Committee for the term three years:
1. Jānis Naglis;
2. Uldis Osis;
3. Valdis Garoza.

Voting results: decision is taken by dividing votes.

2) To determine EUR 3000 monthly remuneration for all Audit Committee members together.

Voting results: decision is taken with required majority of votes.

On behalf of the Board of joint stock company “Grindeks”,
Chairman of the Board J.Bundulis

DECISIONS of Annual General Meeting of Shareholders of joint stock company Grindeks held on 7 June 2016

07.06.2016

1. Reports of Board, Supervisory Council, Audit Committee and statement of Sworn auditor

To take notice of the reports of the Board, the Supervisory Council, the Audit Committee and the statement of the sworn auditor of joint stock company Grindeks.

Voting results:  decision is taken with the required majority of the votes.

2. Approval of Annual report for the year 2015

To approve the following Annual Reports for the year 2015 prepared by the Board of joint stock company «Grindeks» and revised by the Supervisory Council of joint stock company Grindeks.

1) Annual Report for the year 2015 of joint stock company Grindeks prepared in accordance with the legislative acts of the Republic of Latvia;

2) Consolidated annual Report for the year 2015 of joint stock company Grindeks prepared in accordance with International Financial Reporting Standards (IFRS).

To note the profit of the Group in the amount of 1 036 734 EUR in 2015 and to cover losses in 2015 of parent joint stock company Grindeks in the amount of 806 901 EUR from the undistributed profit from the previous years.

Voting results:  decision is taken with the required majority of the votes.

3. Election of the auditor and determination of the remuneration for the auditor

1) To elect Deloitte Audits Latvia Ltd (certificate number 43) as auditor of the Annual Reports of joint stock company Grindeks for the year 2016.

2) To determine the remuneration for the auditor of the Annual Reports of joint stock company Grindeks for the year 2016 in the amount of EUR 41 000 (forty one thousand euro), not including taxes provided by the legislative acts.

3) To assign the Board of joint stock company Grindeks to sign the contract with the elected auditor for audit of the Annual Reports of joint stock company Grindeks for the year 2016.

Voting results:  decision is taken with the required majority of the votes.

4. Election of the Supervisory Council and determination of the remuneration for the Supervisory Council

1) In accordance with the Clause 296 Section 9 of Commercial law and with the statement of resignation from the position of Supervisory Council from the Supervisory Council member Uldis Osis dated on 12 January 2016 to recall: Janis Naglis, Kirovs Lipmans, Anna Lipmane un Arkadiy Vertkin from their positions of the members of joint stock company Grindeks Supervisory Council as of 7 June 2016.

Voting results:  decision is taken by the dividing of the votes.

2) To elect in positions of the member of joint stock company Grindeks Supervisory Council for the term three years, starting on 7 June 2016:

  1. Kirovs Lipmans;
  2. Anna Lipmane;
  3. Janis Naglis;
  4. Arkadiy Vertkin.

Voting results:  decision is taken by the dividing of the votes.

3) To determine the annual remuneration fund for the members of the Supervisory Council for the fulfilment of their duties in accordance with the approved Annual Budget of the joint stock company Grindeks and to authorize the Chairperson of the Supervisory Council to determine the distribution of the remuneration fund among the members of the Supervisory Council of joint stock company Grindeks.

Voting results:  decision is taken with the required majority of the votes.

Simultaneously, joint stock company Grindeks informs that in the meeting of the Supervisory Council on 7 June 2016 the Supervisory Council of joint stock company Grindeks repeatedly decided to elect Kirovs Lipmans as a Chairman of the Supervisory Council and Anna Lipmane as a Deputy Chairman of the Supervisory Council.

The information on elected Supervisory Council of joint stock company Grindeks as attached.

The Chairman of the Board of JSC Grindeks

Juris Bundulis

RESOLUTIONS of Annual General Meeting of Shareholders of joint stock company Grindeks to be held on 12 June 2015

12.06.2015

1. Reports of Board, Supervisory Council, Audit Committee and statement of Sworn Auditor

To take notice of the reports of the Board, the Supervisory Council, the Audit Committee and the statement of the sworn auditor of joint stock company Grindeks.

Voting results:  decision is taken with the required majority of votes.

 

 2. Approval of Annual report for the year 2014

To approve the following Annual Reports for the year 2014 prepared by the Board of joint stock company Grindeks and revised by the Supervisory Council of joint stock company Grindeks:

1) Annual Report for the year 2014 of joint stock company Grindeks prepared in accordance with the legislative acts of the Republic of Latvia;

2) Consolidated annual Report for the year 2014 of joint stock company Grindeks prepared in accordance with International Financial Reporting Standards (IFRS).

3) To cover loses of joint stock company Grindeks in the amount of 2 540 171 EUR from the undistributed profit from the previous years.

Voting results:  decision is taken with the required majority of votes.

 

 3. Election of the auditor for the year 2015 and determination of the remuneration for the auditor

1) To elect SIA “BDOLatvia” (certificate number 176) as auditor of the Annual Reports of joint stock company Grindeks for the year 2015.

2) To determine the remuneration for the auditor of the Annual Reports of joint stock company Grindeks for the year 2015 in the amount of EUR 29 000 (twenty nine thousand euros), not including taxes provided by the legislative acts.

3) To assign the Board of joint stock company Grindeks to sign the contract with the elected auditor for audit of the Annual Reports of joint stock company Grindeks for the year 2015.

Voting results:  decision is taken with the required majority of votes.

 

4. Denomination of the nominal value from lats to euro and Amendments to the Articles of Association

1) To perform denomination of the joint stock company Grindeks  9 585 000 (nine million five hundred eighty five thousand) shares with nominal value of the each share 1,00 LVL (one Latvian lat zero santims) from Latvian lats to euro, determining that after the denomination the share capital consists of 9 585 000 (nine million five hundred eighty five thousand) shares with nominal value of the each share 1,40 EUR (one euro forty cents) with total value of the share capital 13 419 000,00 EUR (thirteen million four hundred nineteen thousand euro zero cents).

2) The positive difference arising from the joint stock company Grindeks shares denomination from Latvian lats to euro in the amount of 219 226,30 EUR (two hundred nineteen thousand two hundred twenty six euro and thirty cents) to transfer into the joint stock company Grindeks reserves.

3) To determine that the denomination should be carried out as of the July 15, 2015 (end of the day).

4) To amend the Articles of Association  – to express Clause 4.1  in the new wording:

“4.1. The Company’s share capital is 13 419 000,- EUR (thirteen million four hundred nineteen thousand euro zero cents). The Company’s share capital consists of 9 585 000 (nine million five hundred eighty five thousand) shares. The nominal value of the each share is 1,40 EUR (one euro forty cents).

5) To amend the Articles of Association  – to express Clause 6.2. (14)  in the new wording:

“14) sponsorship and donations which amount exceed 3 000,- EUR (three thousand euro)”.

Voting results:  decision is taken with the required majority of votes.

 

The Management Board of Joint Stock Company Grindeks